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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
June 1, 2026
Date of report (Date of earliest event reported)
GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter)
| | | | | | | | |
| Cayman Islands | 001-33493 | N/A |
(State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
| 65 Market Street | | |
| Suite 1207, Jasmine Court | | |
| P.O. Box 31110 | | |
| Camana Bay | | |
| Grand Cayman | | |
| Cayman Islands | | KY1-1205 |
| (Address of principal executive offices) | | (Zip code) |
(205) 291-3440
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | | | | | | | |
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Ordinary Shares | GLRE | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
As part of recent share repurchase activity of Greenlight Capital Re, Ltd. (the “Company”), shareholder ownership percentages are increasing, including that of Chairman David Einhorn. The Company has determined that it is not in the Company's interest for Mr. Einhorn’s ownership percentage to increase further due to the likelihood of adverse tax consequences. Accordingly, the Company has entered into an agreement with an affiliate of Mr. Einhorn to repurchase Ordinary Shares (as defined below) so that his ownership percentage remains approximately constant.
On June 1, 2026, the Company entered into an Ordinary Share Repurchase Agreement (the “Agreement”) with the David M. Einhorn 2021-07 Family Trust (the “Seller”), an affiliate of Mr. Einhorn.
Pursuant to the Agreement, subject to certain terms and conditions, including customary representations, warranties and covenants, set forth therein:
•the Company will repurchase from the Seller, and the Seller shall sell to the Company, that number of ordinary shares, par value $0.10 per share, of the Company (the “Ordinary Shares”), equal to 33% of the aggregate number of Ordinary Shares repurchased by the Company pursuant to and in accordance with a 10b5-1 plan that the Company intends to enter into on or about June 3, 2026 (the “June 10b5-1 Plan”) during the period beginning on the effective date of the June 10b5-1 Plan and ending on the trading day immediately preceding the closing date, rounded down to the nearest whole Ordinary Share; and
•the purchase price per Ordinary Share payable by the Company to the Seller shall equal the weighted average price per Ordinary Share, excluding any commissions, paid by the Company in connection with any repurchases made pursuant to and in accordance with the June 10b5-1 Plan.
The transactions contemplated by the Agreement are expected to be consummated on or about August 3, 2026.
The Agreement may be terminated: (a) by written agreement of all parties; (b) by either the Company or the Seller if the closing has not occurred on or prior to August 3, 2026, provided that such failure to close is not caused by a breach by the terminating party; or (c) by either the Company or the Seller if the Company (i) does not enter into the June 10b5-1 Plan, or (ii) has not repurchased any Ordinary Shares pursuant to such plan by August 3, 2026.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | |
| Exhibit No. | Description of Exhibit |
| 10.1 | Ordinary Share Repurchase Agreement, dated as of June 1, 2026, by and between Greenlight Capital Re, Ltd. and the David M. Einhorn 2021-07 Family Trust |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | GREENLIGHT CAPITAL RE, LTD. |
| | (Registrant) |
| | | |
| | By: | /s/ Faramarz Romer |
| | Name: | Faramarz Romer |
| | Title: | Chief Financial Officer |
| | Date: | June 1, 2026 |
